ex109-singaporerpa






                                                                                      Exhibit 10.9                                                                                                 29 April 2020                                                                   ZEBRA TECHNOLOGIES ASIA PACIFIC PTE. LTD.                     as the Singapore Seller                             and           ZEBRA TECHNOLOGIES CORPORATION                     as Centralising Agent                              and  CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK              as Programme Manager and Arranger                             and          CREDIT AGRICOLE LEASING & FACTORING                     as Programme Agent                             and                 ESTER FINANCE TITRISATION                        as Purchaser                                                                        SINGAPORE RECEIVABLES PURCHASE                        AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





 






                                      TABLE OF CONTENTS    Clause     Headings                                                               Page  1.         DEFINITIONS ................................................................................................................. 1  2.         COMMON TERMS ......................................................................................................... 3  3.         OFFER AND ACCEPTANCE ......................................................................................... 3  4.         LIABILITY ....................................................................................................................... 5  5.         TIME OF SALE ............................................................................................................... 5  6.         CONDITIONS PRECEDENT .......................................................................................... 5  7.         PURCHASE PRICE........................................................................................................ 5  8.         TRUST OF MONIES ...................................................................................................... 6  9.         NOTIFICATION OF ASSIGNED DEBTORS .................................................................. 6  10.        REPURCHASE OF SINGAPORE RECEIVABLES ........................................................ 6  11.        SPECIFIC COVENANTS AND REPRESENTATIONS AND WARRANTIES ................ 8  12.        ROLE OF THE CENTRALISING AGENT ...................................................................... 9  13.        COUNTERPARTS .......................................................................................................... 9  14.        RIGHTS OF THIRD PARTIES ....................................................................................... 9  15.        GOVERNING LAW ......................................................................................................... 9  16.        ENFORCEMENT ............................................................................................................ 9  17.        EXECUTION ................................................................................................................... 9  SCHEDULE 1 JURISDICTION SPECIFIC ELIGIBILITY CRITERIA ...... ERROR! BOOKMARK NOT             DEFINED.  SCHEDULE 2 FORM OF ASSIGNMENT ............................. ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 3 FORM OF NOTIFICATION LETTER ............ ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 4 FORM OF REPURCHASE NOTICE ............. ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 5 JURISDICTION SPECIFIC REPRESENTATIONS AND WARRANTIES ....... ERROR!             BOOKMARK NOT DEFINED.  SCHEDULE 6 JURISDICTION SPECIFIC COVENANTS .... ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 7 FORM OF THE SINGAPORE SELLER POWER OF ATTORNEY ................. ERROR!             BOOKMARK NOT DEFINED.  SCHEDULE 8 FORM OF OFFICER'S SOLVENCY CERTIFICATE ....... ERROR! BOOKMARK NOT             DEFINED.                                                                                                                                                                                                        





 






                                                                                          THIS SINGAPORE RECEIVABLES PURCHASE AGREEMENT             (the  "Agreement") is  made  and  delivered as a deed on 29 April 2020   BETWEEN:  (1)    ZEBRA  TECHNOLOGIES  ASIA  PACIFIC  PTE.  LTD.,  a  private  limited  company         incorporated in Singapore with UEN: 200803661K and having its registered office address         at  8  Marina  Boulevard  #05-02  Marina  Bay  Financial  Centre,  Singapore  018981  (the         "Singapore Seller");   (2)    ZEBRA TECHNOLOGIES CORPORATION, a Delaware (United States) corporation, having         its principal place of business at 3 Overlook Point, Lincolnshire, Illinois 60044, United States         of America (the "Centralising Agent");   (3)    CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, a French société anonyme,         duly licensed as a credit institution in France by the Autorité de Contrôle Prudentiel et de         Résolution,  whose  registered  office  is  at  12  place  des  Etats-Unis,  CS  70052,  92547         Montrouge Cedex, France, registered with the Registre du Commerce et des Sociétés of         Nanterre under number 304 187 701 ("CA-CIB") as Programme Manager (in such capacity,         the "Programme Manager") and arranger (in such capacity, the "Arranger");    (4)    CREDIT  AGRICOLE  LEASING  &  FACTORING,  a  French  société  anonyme,  whose         registered office is at 12 place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France,         registered with the Registre du Commerce et des Sociétés of Nanterre under number 692         029 457 (the "Programme Agent"); and   (5)    ESTER  FINANCE  TITRISATION,  a  French société  anonyme  à  directoire  et  conseil  de         surveillance, licensed as a credit institution in France by the Autorité de Contrôle Prudentiel         et de Résolution whose registered office is at 12 place des Etats Unis, CS 70052 - 92547         Montrouge Cedex France,  registered with the Registre du Commerce et des Sociétés of         Nanterre under number 414 886 226 (the "Purchaser"),          each a "Party" and together the "Parties".   WHEREAS:  (A)    The Singapore Seller and the Purchaser have agreed to set up a trade receivables sale         programme pursuant to which the Singapore Seller will sell and assign, on an on-going basis,         receivables  that  the  Singapore  Seller  originates  in  the  course  of  its  business  (the         "Programme").   (B)    Pursuant to the Programme, the Singapore Seller intends to sell and assign the Singapore         Receivables to the Purchaser and the Purchaser intends to purchase such Singapore         Receivables, in each case under this Agreement.  (C)    In accordance with Clause 2 below, each of the Parties agrees that, in relation to the         Singapore Seller, the general terms and conditions of the Programme shall be governed,         inter alia, by the Master Framework Agreement (as defined below), as supplemented,         modified or amended by this Agreement.   THE PARTIES HEREBY AGREE AS FOLLOWS:   1.     DEFINITIONS   1.1    Master Framework Agreement         Unless otherwise defined in this Agreement, capitalised terms used in this Agreement shall         have the meanings and constructions ascribed to them and words and expressions shall be         construed in accordance with the principles of interpretation set out in clause 1 (Definitions)         of the agreement entitled "Master Framework Agreement" and entered into on the date of                                                                                                             





 






            this  Agreement  between,  among  others,  the  Singapore  Seller  and  the  Purchaser  (the         "Master Framework Agreement").   1.2    Additional Definitions         In this Agreement:         "Affected Purchase Price" means an amount equal to the outstanding balance of the         relevant Singapore Receivable on the relevant Repurchase Date plus any reasonable and         duly demonstrated (or estimated, as applicable) costs, fees, expenses and Taxes of the         Purchaser that have been or will be incurred as a result of or in connection with any Breach         or such repurchase, less the Collections received by the Purchaser with respect to such         relevant Singapore Receivable on or prior to the Repurchase Date in respect of such         Singapore Receivable, provided that such amount will not exceed the Purchase Price of         the relevant Singapore Receivable;         "Ancillary Rights" means any and all Related Rights and/or Related Security and any         other accessory or ancillary rights and security interests attached to each Singapore         Receivable;         "Form of Assignment" means the form of assignment to be delivered by the Centralising         Agent (on behalf of the Singapore Seller) to the Programme Agent (on behalf of the         Purchaser) in substantially the form set out in Error! Reference source not found. (Error!         Reference source not found.);         "Notification Letter" means, with respect to the Singapore Seller, a notification letter to be         addressed to the relevant Debtor in substantially the form set out in Error! Reference         source not found. (Error! Reference source not found.);          "Optional Repurchase Price" has the meaning given to it in Clause 10.4 (Optional         Repurchase);         "Optional Repurchase Date" has the meaning given to it in Clause 10.4 (Optional         Repurchase);         "Purchase Date":          (a)    in respect of a Singapore Existing Receivable or a Singapore Existing New                Receivable, has the meaning given to it in the Master Framework Agreement;          (b)    in respect of a Singapore Future Receivable, means the date on which the invoice                for the relevant Singapore Future Receivable is issued; and         (c)    in respect of a Singapore Receivable that qualifies as a Singapore Existing                Receivable and Singapore Existing New Receivable and which has not been                assigned to the Purchaser as a Singapore Future Receivable on a preceding                Monthly Reporting Date as a consequence of the Purchaser refusing an Offer in                accordance with Clause 6.2 of the Master Framework Agreement, has the meaning                given to it in the Master Framework Agreement.         "Repurchase Date" means each date on which Singapore Affected Receivables or         Singapore Retransferred Receivables are retransferred in accordance with Clause 10.3         (Affected Receivables), and each Optional Repurchase Date;         "Repurchase Notice" means the form of Repurchase Notice to be delivered by the         Singapore Seller (or the Programme Agent on its behalf) to the Purchaser in substantially         the form set out in Schedule 4 (Form of Repurchase Notice).         "Seller Power of Attorney" means the power of attorney granted by the Singapore Seller         in favour of the Purchaser on the Signing Date substantially in the form set out in Schedule         7 (Form of the Singapore Seller Power of Attorney) of this Agreement;          "Signing Date" means the date of this Agreement;         "Singapore Affected Receivable" means a Singapore Receivable which is an Affected         Receivable;                                                                                                                                                                                                    





 






            "Singapore Assigned Receivable" means a Singapore Receivable which is an Assigned         Receivable;         "Singapore Excess Receivables" means a Singapore Receivable which is an Excess         Receivable;         "Singapore Existing Receivable" means a Singapore Receivable which is an Existing         Receivable;           "Singapore Existing New Receivable" means a Singapore Receivable which is an         Existing New Receivable;         "Singapore Future Receivable" means a Singapore Receivable which is a Future         Receivable;         "Singapore Receivable" means an Eligible Receivable (and its Ancillary Rights) which is         offered for sale by the Singapore Seller in accordance with and pursuant to this         Agreement; and         "Singapore Retransferred Receivable" means a Singapore Receivable which is a         Retransferred Receivable.   1.3    Construction         "Clause" or "Schedule" shall, subject to any contrary indication, be construed as a reference         to a clause hereof or schedule hereto.         Any reference to an "Eligible Receivable" or "Seller" in the Master Framework Agreement as         incorporated into this Agreement shall read and be construed as a reference to a "Singapore         Receivable" or "Singapore Seller", as applicable.   2.     COMMON TERMS   2.1    Principles         In accordance with clause 3 (Common Terms) of the Master Framework Agreement: (i) this         Agreement  shall  be  subject  to  the  Common  Terms;  and  (ii)  except  as  provided  below,         clauses 6 to 9 of the Master Framework Agreement shall be incorporated by reference to         this Agreement and shall be binding on the Parties as if such terms were expressly set out         in this Agreement.   2.2    Conflict with Common Terms of the Master Framework Agreement         In accordance with clause 3.3 (Conflict) of the Master Framework Agreement, to the extent         that provisions of the Common Terms or the Master Framework Agreement conflict with the         provisions of this Agreement, the provisions of this Agreement shall prevail.   3.     OFFER AND ACCEPTANCE   3.1    Offer         3.1.1   Subject to and in accordance with the conditions set out herein and in the Master                 Framework Agreement, during the Revolving Period, the Centralising Agent                 (acting on behalf of the Singapore Seller) shall offer to sell Singapore                 Receivables (and their Ancillary Rights) originated by the Singapore Seller, and                 the Purchaser may accept or refuse any such offer of Singapore Receivables                 (and their Ancillary Rights), in accordance with the provisions of this Clause 3                 (Offer and Acceptance).         3.1.2   Without prejudice to and subject to the provisions of this Agreement, each Offer                 made by the Centralising Agent (acting on behalf of the Singapore Seller) to the                 Purchaser in relation to Singapore Receivables (and their Ancillary Rights) shall                 be made as set out in clause 6.1 (Offer of Receivables) of the Master Framework                 Agreement.                                                                                                                                                                                                    





 






            3.1.3   Subject to and in accordance with the conditions set out herein and in the Master                 Framework Agreement, the relevant duly completed Aggregate Electronic File,                 and, if applicable, the duly completed Form of Assignment shall be signed on                 behalf of the Singapore Seller and delivered to the Purchaser and the                 Programme Agent (acting on behalf of the Purchaser):                 (A)    on the Initial Monthly Reporting Date, in respect of an Offer to the                        Purchaser, made on the applicable Initial Purchase Date, of the relevant                        Singapore Existing Receivables, Singapore Existing New Receivables                        and Singapore Future Receivables;                 (B)    on each Monthly Reporting Date following the Initial Monthly Reporting                        Date, in respect of an Offer to the Purchaser, made on the applicable                        Purchase Date, of all Singapore Existing Receivables (if any), all                        Singapore Existing New Receivables (if any) and all Singapore Future                        Receivables;                 (C)    on any Monthly Reporting Date following the Initial Monthly Reporting                        Date, in respect of an Offer to the Purchaser, made on the applicable                        Purchase Date, of all Singapore Existing Receivables and Singapore                        Existing New Receivables relating to new Eligible Debtors added to the                        Perimeter on the immediately preceding Perimeter Date; and                  (D)    on any Monthly Reporting Date following the Initial Reporting Date, in                        respect of an Offer to the Purchaser, made on the applicable Purchase                        Date, of those Singapore Existing Receivables which have previously                        been reassigned to or repurchased by the Singapore Seller as Singapore                        Excess Receivables and which are offered again to the Purchaser, as                        such Singapore Existing Receivables are identified and individualised in                        the relevant Aggregate Electronic File.          3.1.4   On any Monthly Calculation Date following the Initial Calculation Date, in                 accordance with the Master Framework Agreement and subject to clause 8.2.3                 (Selection rules) of the Master Framework Agreement, in respect of Singapore                 Excess Receivables which are to be reassigned to the Singapore Seller, the                 Programme Agent shall deliver to the Centralising Agent, the Returned Electronic                 File.         3.1.5   Each Offer constitutes an irrevocable offer by the Singapore Seller to sell to the                 Purchaser, pursuant to and in accordance with this Agreement and the Master                 Framework Agreement, during the Revolving Period, all of its rights, title, interest                 and benefits, present and future, actual and conditional, in and to each of the                 Singapore Receivables (and their Ancillary Rights) referred to in the relevant                 Form of Assignment and the related Aggregate Electronic File (including, for the                 avoidance of doubt, Singapore Existing New Receivables and Singapore Future                 Receivables against Debtors which are not individually listed in the related                 Aggregate Electronic File but which relate to Debtors which were Included                 Debtors as at the immediately preceding Monthly Cut-off Date, as set out in the                 related Aggregate Electronic File).    3.2    Acceptance         3.2.1   Subject to satisfaction of the conditions precedent set out in Clause 6.1                 (Conditions Precedent) of this Agreement and without prejudice to the other                 terms of this Agreement and the Master Framework Agreement, the Purchaser                 may accept or refuse the relevant Offer. An acceptance of the relevant Offer by                 the Purchaser shall be evidenced by dating the relevant Form of Assignment (the                 "Acceptance") on the relevant date on which, in accordance with Clause 3.1                 (Offer), the duly completed Form of Assignment signed on behalf of the                 Singapore Seller is sent by the Centralising Agent (acting on behalf of the                 Singapore Seller) to the Purchaser.                                                                                                                                                                                                    





 






            3.2.2   The Parties acknowledge that under no circumstances shall the acceptance of an                 Offer by the Purchaser constitute an agreement by the Purchaser to purchase, or                 by the Singapore Seller to sell and transfer, any Singapore Receivables not listed                 or referred to in the relevant Aggregate Electronic File in accordance with Clause                 3.1.5.         3.2.3   For the avoidance of doubt, during the Revolving Period, on each Purchase Date                 the Singapore Seller shall sell to the Purchaser, and the Purchaser shall                 purchase from the Singapore Seller, the Singapore Receivables owned by the                 Singapore Seller in respect of each Eligible Debtor identified in the most recent                 Perimeter and which the Purchaser has accepted to purchase in accordance with                 this Clause 3.2 (Acceptance).    4.     LIABILITY  4.1    The Parties acknowledge and agree that the purchase of the Singapore Receivables by the         Purchaser is a sale without recourse and as a consequence the Purchaser shall not have         any right of recourse against the Singapore Seller in connection with any failure by a         Debtor to pay under any Singapore Receivable, subject to the representations, warranties,         conditions, covenants and other terms and conditions set out in this Agreement and the         other Transaction Documents.   4.2    The sale, transfer and assignment by the Singapore Seller to the Purchaser of each         Singapore Receivable and its Ancillary Rights pursuant to the terms of this Agreement shall         not include the transfer of any obligation of the Singapore Seller under the relevant         Contract or otherwise in respect of each Singapore Receivable and its Ancillary Rights,         including, without limitation, any obligation to pay money to any Debtor which obligations         shall at all times, and notwithstanding the sale of any Singapore Receivable and its         Ancillary Rights, remain with the Singapore Seller.    5.     TIME OF SALE         The assignment in respect of each Singapore Existing Receivable, each Singapore         Existing New Receivable and each Singapore Future Receivable hereunder shall take         effect, upon Acceptance by the Purchaser, on and from the relevant Purchase Date         irrespective of when the Purchase Price for such Singapore Receivable is paid.   6.     CONDITIONS PRECEDENT   6.1    The acceptance by the Purchaser of an Offer shall be subject to and conditional upon:           6.1.1   the conditions precedent set out in clause 6.3 (Conditions Precedent) to the                 Master Framework Agreement having been satisfied or waived on or before the                 Signing Date, the Initial Purchase Date or the relevant Purchase Date (as                 applicable) in accordance with the Master Framework Agreement; and           6.1.2   the Singapore Seller having delivered to the Purchaser a duly executed original of                 the Seller Power of Attorney on or before the Initial Purchase Date.   6.2    Such conditions precedent are for the sole benefit of the Purchaser, who has the right to         waive them.   7.     PURCHASE PRICE         The  Purchase  Price  for  the  Singapore  Receivables  shall  be  calculated  and,  subject  to         acceptance  of  each  Offer  in  accordance  with  Clause  3  (Offer  and  Acceptance),  paid  in         accordance  with  clause  7.1  (Purchase  Price)  and  schedule  2  of  the  Master  Framework         Agreement.                                                                                                                                                                                                    





 






     8.     TRUST OF MONIES         In respect of any Singapore Assigned Receivable, if at any time on or after the relevant         Monthly Cut-Off Date in respect of such Singapore Assigned Receivable, but prior to any         repurchase of the relevant Singapore Assigned Receivable and its Ancillary Rights in         accordance with this Agreement, the Singapore Seller holds, or there is held to its order, or         it receives, or there is received to its order any property, monies, interests rights or benefits         and/or the proceeds thereof hereby agreed to be sold, assigned or transferred to the         Purchaser in accordance with this Agreement, the Singapore Seller undertakes to the         Purchaser that:         8.1.1   it will remit, assign, re-assign or transfer the same to the Purchaser, subject if                 applicable to the terms of the Master Framework Agreement; and         8.1.2   until it does so or to the extent that the Singapore Seller is unable to effect such                 remittance, assignment, re-assignment or transfer, the Singapore Seller                 undertakes to hold such property, monies interests, rights or benefits and the                 proceeds thereof upon trust for the Purchaser as the beneficial owner thereof or                 as the Purchaser may direct, provided that the Singapore Seller shall not be                 obliged to pool, ring-fence or segregate such funds in any way .   9.     NOTIFICATION OF ASSIGNED DEBTORS         A Notification Letter may only be delivered to the Assigned Debtors in accordance with and         pursuant to the conditions set out under clause 10.5 (Notification of Debtors and         termination of the Servicing Mandate) of the Master Framework Agreement.   10.    REPURCHASE OF SINGAPORE RECEIVABLES   10.1   Clause 8 of the Master Framework Agreement         10.1.1  The provisions of clause 8 (Reassignment) of the Master Framework Agreement                 shall apply to the Singapore Assigned Receivables provided that the parts of                 such provisions which provide for:                 (A)    a rescission of an assignment or transfer of a Singapore Assigned                        Receivable; or                 (B)    an automatic retransfer or reassignment of a Singapore Assigned                        Receivable,                 shall be disregarded and instead of a rescission and automatic retransfer or                 reassignment under those provisions, a retransfer or reassignment by the                 Purchaser of the relevant Singapore Assigned Receivable shall be carried out in                 accordance with this Clause 10.   10.2   Returned Electronic File         The Programme Agent shall, on each Monthly Calculation Date, send to the Purchaser,         Centralising Agent and the Programme Manager the Returned Electronic File (prepared on         the basis of the information set out in the Servicer Report and the Aggregate Electronic File         received on the immediately preceding Monthly Reporting Date) which identifies in         particular all Singapore Assigned Receivables which are to be retransferred in accordance         with this Clause 10.   10.3   Affected Receivables         10.3.1  Subject to the provisions of this Clause 10, the Singapore Seller shall repurchase                 from the Purchaser on the relevant Purchase Date:                 (A)    any Singapore Affected Receivables which are required to be                        retransferred in accordance with clause 8.1 (Affected Receivables) of the                        Master Framework Agreement; and                                                                                                                                                                                                    





 






                    (B)    any Singapore Retransferred Receivables required to be retransferred in                        accordance with clause 8.2 (Purchase Limits) of the Master Framework                        Agreement,                  and the Singapore Seller shall pay the Affected Purchase Price in respect of such                 Singapore Affected Receivables and Singapore Retransferred Receivables on                 the relevant Repurchase Date. On the relevant Repurchase Date, upon receipt by                 the Purchaser of the Affected Purchase Price, the Singapore Affected                 Receivables and Singapore Retransferred Receivables which are to be                 repurchased and their Ancillary Rights shall be reassigned to the Singapore                 Seller.   10.4   Optional Repurchase         10.4.1  The Centralising Agent (acting on behalf of the Singapore Seller) shall have the                 option (but not the obligation) in accordance with clause 9.1 of the Master                 Framework Agreement to request the repurchase (an "Optional Repurchase")                 of any Singapore Assigned Receivable which is the subject of a contentious or                 pre-contentious dispute to the extent that such Singapore Seller needs to recover                 the ownership of such Singapore Assigned Receivable to protect its interests in                 any litigation or pre litigation proceedings (excluding any dispute resulting from                 non-payment of the relevant Debtor due to such Debtor being Insolvent) by                 delivering a Repurchase Notice to the Purchaser on any Monthly Reporting Date.         10.4.2  Any Repurchase Notice delivered pursuant to this Clause 10.4 shall be                 irrevocable, shall be signed by the Centralising Agent (acting on behalf of the                 Singapore Seller) and shall specify the relevant Singapore Assigned Receivables                 being offered to be repurchased, the proposed repurchase price ("Optional                 Repurchase Price") and the proposed date of repurchase (an "Optional                 Repurchase Date").   10.5   Acceptance of a request for an Optional Repurchase          10.5.1  The Purchaser shall not be obliged to accept a request for an Optional                 Repurchase and shall not do so if:                   (A)    it has not received a duly completed Repurchase Notice; or                  (B)    it is not satisfied with the repurchase price proposed by the Centralising                        Agent (acting on behalf of the Singapore Seller).         10.5.2  If it accepts such request, the Purchaser shall accept the offer to repurchase such                 Singapore Assigned Receivables by notifying the Centralising Agent (acting on                 behalf of the Singapore Seller), and the Singapore Seller shall pay the Optional                 Repurchase Price and all other reasonable and duly demonstrated costs and                 expenses of the Purchaser incurred in connection with such repurchase in full on                 the relevant Optional Repurchase Date. Upon receipt by the Purchaser of the                 Optional Repurchase Price together with the Purchaser's costs and expenses on                 the Optional Repurchase Date, such Singapore Assigned Receivables and their                 Ancillary Rights shall be reassigned to the Singapore Seller.   10.6   Repurchase Warranties         The Purchaser shall give no representations or warranties in respect of any Singapore         Receivables retransferred to the Singapore Seller or the Centralising Agent.   10.7   Repurchase Price of Singapore Affected Receivables          10.7.1  Calculation of Singapore Affected Purchase Price                 The Programme Agent shall calculate the Affected Purchase Price applicable to                 the Singapore Receivables to be repurchased.                                                                                                                                                                                                      





 






            10.7.2  Discharge of the Affected Purchase Price                 Notwithstanding any provision of the Master Framework Agreement to the                 contrary:                 (A)    if no Purchase Price has been paid by the Purchaser in relation to the                        relevant Receivable to be repurchased, then no Affected Purchase Price                        shall be payable by the Singapore Seller; and                 (B)    if the Purchase Price due from the Purchaser in relation to such                        Singapore Assigned Receivable has been paid to the Singapore Seller in                        part, the Singapore Seller shall pay an amount equal to (i) the Affected                        Purchase Price; less (ii) such amount of the Purchase Price as remains                        outstanding in relation to such Singapore Assigned Receivable, to the                        Purchaser,                 in each case on the relevant Repurchase Date.   10.8   Retransfer of Singapore Assigned Receivables         The completion of a retransfer of Singapore Assigned Receivables in accordance with this         Clause 10 (Repurchase of Receivables) shall be subject to:         10.8.1  payment by the Singapore Seller or discharge in accordance with Clause 10.4                 and Clause 10.7.2 above of the Optional Repurchase Price or the Affected                 Purchase Price (as applicable); and         10.8.2  the Singapore Seller having delivered an Officer's Solvency Certificate on the                 Signing Date and each anniversary of the Signing Date falling on or immediately                 preceding the Repurchase Date in substantially the form set out in Schedule 8                 (Form of Officer's Solvency Certificate).   10.9   Notification of Debtors         If the retransfer of any Singapore Assigned Receivables is made after the date on which the         relevant  Debtor  has  been  notified  of  the  initial  transfer  of  such  Singapore  Assigned         Receivable to the Purchaser in accordance with the Transaction Documents, the Singapore         Seller  shall  be  entitled,  at  its  own  cost,  to  notify  such  Debtor  of  the  retransfer  of  such         Singapore Assigned Receivable and to take such other steps as may be necessary to perfect         the  retransfer  of  such  Singapore  Assigned  Receivable  and  the  Ancillary  Rights  relating         thereto. In this situation the Purchaser shall, upon request from the Singapore Seller, take         all  reasonable  action  as  may  be  necessary  to  facilitate  the  re-transfer  of  the  relevant         Singapore Assigned Receivable and the Ancillary Rights relating thereto.   10.10  Delivery of Officer's Solvency Certificate         The Singapore Seller shall deliver an Officer's Solvency Certificate on the Signing Date and         each anniversary of the Signing Date, in substantially the form set out in Schedule 8 (Form         of Officer's Solvency Certificate).   11.    SPECIFIC COVENANTS AND REPRESENTATIONS AND WARRANTIES  11.1   Each Zebra Entity which is a party hereto shall:           11.1.1  on the Signing Date, each date on which an Offer is made, each Purchase Date,                 each Monthly Reporting Date, and each Repurchase Date make the                                                                                                                                                                                                    





 






                    representations and warranties set out in Error! Reference source not found.                 (Error! Reference source not found.) to this Agreement; and          11.1.2  until  the  Final  Maturity  Date, undertakes  to  perform  all  covenants  set  out  in                 Schedule 6 (Jurisdiction specific covenants) to this Agreement.   11.2   Continuance of undertakings         Without prejudice to any provisions of this Agreement stated to survive termination of this         Agreement, the covenants, obligations and undertakings contained in this Agreement and         the rights and remedies in this Agreement in respect of any representation, warranty, or         statement or covenant made under or in connection with this Agreement and the         indemnification and other payment obligations in this Agreement form part of the sale and         purchase of each Singapore Receivable under this Agreement and shall continue and         remain in full force and effect until the date specified in limb (b) of the definition of Final         Maturity Date.   12.    ROLE OF THE CENTRALISING AGENT          In this Agreement, references to the Centralising Agent acting on behalf of the Singapore         Seller are references to the Centralising Agent acting in its capacity as agent of the         Singapore Seller in accordance with clause 11 of the Master Framework Agreement.    13.    COUNTERPARTS         This Agreement may be executed in any number of counterparts, and this has the same         effect as if the signatures on the counterparts were on a single copy of the Agreement.   14.    RIGHTS OF THIRD PARTIES         A person who is not a party to this Agreement shall have no right under the Contracts         (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce or to enjoy the benefit of         any terms of this Agreement but this shall not affect any right or remedy of a third party         which exists or is available apart from that Act.   15.    GOVERNING LAW         This Agreement and any non-contractual obligations arising out of or in connection with it         are governed by Singapore law.   16.    ENFORCEMENT  16.1   Jurisdiction of Singapore courts         16.1.1  The courts of Singapore have exclusive jurisdiction to settle any dispute arising                 out of or in connection with this Agreement (including a dispute relating to the                 existence, validity or termination of this Agreement or any non-contractual                 obligation arising out of or in connection with this Agreement) (a "Dispute").         16.1.2  The parties to this Agreement agree that the courts of Singapore are the most                 appropriate and convenient courts to settle Disputes and accordingly no party to                 this Agreement will argue to the contrary.   17.    EXECUTION         This Agreement is entered into and delivered as a deed on the date stated at the beginning         of this Agreement.